Tapewire

Nasdaq · USD

CELH

Celsius Holdings, Inc.

Export transactions ↓
Tapewire entity
3658
SEC CIK
0001341766
Parsed reports
562

Last 12 months

Inside the activity.

9 purchase rows · 1 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202520
Dec 202500
Jan 202600
Feb 202600
Mar 202601
Apr 202600
May 202630
Jun 202600
Jul 202600
Aug 202600
Sep 202640
Oct 202600

Latest available

Insider transactions

JSON API
Reset

Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
May 23, 2025 Filed May 23, 2025 21:57 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · derivative · entry 6

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 23, 2025 Filed May 23, 2025 21:57 UTC OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · nonDerivative · entry 3

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 23, 2025 Filed Jun 4, 2025 19:13 UTC Amendment
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 3

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,136,349

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 23, 2025 Filed Jun 4, 2025 19:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004229 · ownership.xml · nonDerivative · entry 3

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,136,349

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 23, 2025 Filed Jun 4, 2025 15:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004228 · ownership.xml · nonDerivative · entry 3

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,136,349

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 22, 2025 Filed May 24, 2025 01:56 UTC
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003952 · ownership.xml · derivative · entry 5

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed May 24, 2025 01:56 UTC
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003952 · ownership.xml · nonDerivative · entry 2

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed May 24, 2025 01:57 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003954 · ownership.xml · derivative · entry 5

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed May 24, 2025 01:57 UTC OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003954 · ownership.xml · nonDerivative · entry 2

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed May 23, 2025 21:57 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · derivative · entry 5

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed May 23, 2025 21:57 UTC OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · nonDerivative · entry 2

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 22, 2025 Filed Jun 4, 2025 19:13 UTC Amendment
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 2

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,396,146

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 22, 2025 Filed Jun 4, 2025 19:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004229 · ownership.xml · nonDerivative · entry 2

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,396,146

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 22, 2025 Filed Jun 4, 2025 15:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004228 · ownership.xml · nonDerivative · entry 2

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,396,146

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 21, 2025 Filed May 24, 2025 01:56 UTC
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003952 · ownership.xml · derivative · entry 4

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed May 24, 2025 01:56 UTC
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003952 · ownership.xml · nonDerivative · entry 1

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed May 24, 2025 01:57 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003954 · ownership.xml · derivative · entry 4

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed May 24, 2025 01:57 UTC OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003954 · ownership.xml · nonDerivative · entry 1

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed May 23, 2025 21:57 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · derivative · entry 4

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed May 23, 2025 21:57 UTC OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003953 · ownership.xml · nonDerivative · entry 1

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 259,797

F2 · kind: On May 21, 2025, May 22, 2025, and May 23, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 20, 2025, May 21, 2025, and May 22, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 20, 2025, May 21, 2025, and May 22, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 21, 2025 Filed Jun 4, 2025 19:13 UTC Amendment
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004227 · ownership.xml · nonDerivative · entry 1

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,655,943

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 21, 2025 Filed Jun 4, 2025 19:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004229 · ownership.xml · nonDerivative · entry 1

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,655,943

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 21, 2025 Filed Jun 4, 2025 15:14 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-004228 · ownership.xml · nonDerivative · entry 1

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,655,943

F1 · balance_after: This Form 4/A is filed solely to correct the amount of securities beneficially owned following the reported transactions on each of May 21, 2025, May 22, 2025, and May 23, 2025. The original Form 4 filed on May 23, 2025 incorrectly reported 259,797 securities beneficially owned following each transaction date.

Read SEC document
May 20, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · derivative · entry 6

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 3

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,731

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 20, 2025 23:07 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003854 · ownership.xml · derivative · entry 6

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 20, 2025 23:07 UTC OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003854 · ownership.xml · nonDerivative · entry 3

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,731

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 20, 2025 19:11 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003856 · ownership.xml · derivative · entry 6

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 20, 2025 19:11 UTC OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003856 · ownership.xml · nonDerivative · entry 3

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,731

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 24, 2025 01:03 UTC Amendment
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003947 · ownership.xml · derivative · entry 6

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 24, 2025 01:03 UTC Amendment
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003947 · ownership.xml · nonDerivative · entry 3

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,740

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 24, 2025 01:03 UTC Amendment OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003946 · ownership.xml · derivative · entry 6

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 24, 2025 01:03 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003946 · ownership.xml · nonDerivative · entry 3

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,740

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 23, 2025 21:04 UTC Amendment OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003948 · ownership.xml · derivative · entry 6

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 20, 2025 Filed May 23, 2025 21:04 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003948 · ownership.xml · nonDerivative · entry 3

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 20,915,740

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · derivative · entry 5

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 2

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,531

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 23:07 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003854 · ownership.xml · derivative · entry 5

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 23:07 UTC OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003854 · ownership.xml · nonDerivative · entry 2

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,531

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 19:11 UTC OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003856 · ownership.xml · derivative · entry 5

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 20, 2025 19:11 UTC OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003856 · ownership.xml · nonDerivative · entry 2

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,531

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 24, 2025 01:03 UTC Amendment
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003947 · ownership.xml · derivative · entry 5

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 24, 2025 01:03 UTC Amendment
DeSantis Dean10% owner
OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003947 · ownership.xml · nonDerivative · entry 2

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,537

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 24, 2025 01:03 UTC Amendment OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003946 · ownership.xml · derivative · entry 5

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 24, 2025 01:03 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003946 · ownership.xml · nonDerivative · entry 2

Milmoe William H. · CIK 0001443194 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,537

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is the manager of CD Financial LLC ("CDF") and a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CDF. CDF is the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 23, 2025 21:04 UTC Amendment OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,797 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003948 · ownership.xml · derivative · entry 5

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,797 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · derivative.underlying_shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 19, 2025 Filed May 23, 2025 21:04 UTC Amendment OtherCommon Stock 259,797 $26.24 $6,816,527.71
Disclosure

SEC source: 0001829126-25-003948 · ownership.xml · nonDerivative · entry 2

DeSantis Deborah · CIK 0001993244 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,175,537

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,797 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F5 · shares: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F5 · balance_after: This Form 4/A amends and supersedes the original Form 4 filed on May 20, 2025 by correcting the amount of securities disposed of on each of May 16, 2025, May 19, 2025, and May 20, 2025 from 259,800 shares to 259,797 shares, and also corrects the corresponding amount of securities indirectly beneficially owned by the Reporting Person following the disposition of those shares on each of those dates.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 17, 2025 Filed May 20, 2025 20:20 UTC
Fieldly JohnDirector · Chief Executive Officer
Tax withholdingCommon Stock, $0.001 par value per share 1,058 $39.39 $41,674.62
Disclosure

SEC source: 0001341766-25-000085 · wk-form4_1747772410.xml · nonDerivative · entry 1

Fieldly John · CIK 0001685586 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,301,551

F1 · shares: This number represents shares of common stock par value $0.001 per share, of Celsius Holdings, Inc. withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

Read SEC document
May 16, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherVariable Prepaid Forward Sale Contract (obligation to sell) · Derivative 259,800 $0.00 $0.00
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · derivative · entry 4

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 259,800 shares

Expires not disclosed

F2 · derivative.exercise_price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · price: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · price: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · price: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.exercise_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.exercise_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.exercise_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F2 · derivative.expiration_date: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · derivative.expiration_date: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · derivative.expiration_date: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document
May 16, 2025 Filed May 20, 2025 23:09 UTC
DeSantis Dean10% owner
OtherCommon Stock 259,800 $26.24 $6,816,606.42
Disclosure

SEC source: 0001829126-25-003855 · ownership.xml · nonDerivative · entry 1

DeSantis Dean · CIK 0001993010 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 21,435,331

F2 · kind: On May 16, 2025, May 19, 2025, and May 20, 2025, CDF settled three tranches of a prepaid variable forward sale transaction (the "VPF") entered into on July 5, 2022 with an unaffiliated third-party buyer. For these three tranches of the VPF, CDF elected full physical settlement.

F3 · kind: In full physical settlement of each of these three tranches of the VPF, the contract for the VPF obligated (i) CDF to deliver to the buyer 259,800 shares (adjusted for stock splits) of CELH common stock T+1 (the "Share Number") following the maturity of these tranches (occurring on May 15, 2025, May 16, 2025, and May 19, 2025), and (ii) the buyer to pay CDF an amount in cash equal to: (a) if the volume-weighted average price of CELH common stock on the maturity date for the tranche (each, a "Settlement Price") was greater than $19.6784 (the "Floor Price"), but less than or equal to $26.2379 (the "Cap Price"), the product of (x) the Share Number and (y) the excess of Settlement Price over the Floor Price; and (b) if Settlement Price was greater than the Cap Price, the product of (x) the Share Number and (y) $6.5595.

F4 · kind: On each of May 15, 2025, May 16, 2025, and May 19, 2025, the Settlement Price was greater than the Cap Price. Accordingly, CDF transferred to the buyer a number of CELH shares and the buyer paid CDF amounts in cash determined pursuant to the formula above.

F1 · ownership.nature: The Reporting Person is a trustee of the Carl DeSantis Revocable Trust, which owns a 99% beneficial interest in CD Financial LLC ("CDF"), the record holder of the shares of common stock of Celsius Holdings, Inc. ("CELH") which are the subject of this report. The Reporting Person has shared voting and dispositive power with respect to such shares.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.